By mid-may of 1862, the officers and men of the 2nd Massachusetts Infantry were pretty fed up with their part in the great Civil War. The regiment had been in the field for nearly a year and had yet to see its first battle. It had been part of Patterson's command during the battle of Bull Run. It had "just missed" the battles of Ball's Bluff and Kernstown (23 March 62). And for the past month or so they had been chasing "Stonewall" Jackson around the Shenandoah Valley to no avail, while in every other theater of operation things seemed to be happening. New Orleans and Ft. Pulaski had fallen; Grant had pulled out a victory at Shiloh, and Generals McClellan & McDowell were poised to take Richmond.

In fact, to aid in the capture of Richmond, MG Nathaniel P. Banks had been all but stripped of his "army." With Shields' division gone, he had only two brigades left--Gordon's and Donnelly's--, 16 guns and Hatch's cavalry; the total numbering between 7,000-8,000 men. For the opportunistic Jackson, Banks was a sitting duck. For his part, Banks had lost all track of his adversary and convinced everyone Including himself) that he had fled the Valley altogether. Jackson (who had approximately 18,000 men at his disposal) made his plans to destroy what was left of Banks' force in order to relieve the pressure on Richmond. He outflanked Banks by going eastward then north through the Luray Valley and on 23 May, he pounced upon Col. John R. Kenly's dozing 1st Maryland Infantry at Front Royal. Jackson then moved quickly toward Strasburg hoping to do the same to Banks.

Standing in the way of Jackson and the annihilation of the inneffecutal Banks was Gordon, "Stonewall's" old West Point classmate.

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